Common use of Reports by Independent Public Accountants Clause in Contracts

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2004, each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the DepositorDirecting Certificateholder, the Underwriters ES Controlling Holder (if the ES Component Mortgage Loan is involved), the SB Controlling Holder (if the SB Component Mortgage Loan is involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), and each other, to the effect that other stating that: (i) such firm has obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has complied with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaUSAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the The Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that and the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording of providing such other forms of accountants' reports shall be borne by the Depositor such cooperationDepositor.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2004 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, the Companion Loan Noteholders and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 20 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2003. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 31 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2004, each of the Master Servicer and the each Special Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters and each otherthe Controlling Class Representative, to the effect that (i) such firm has obtained a letter examined the servicing operations of representation regarding certain matters from the management of the such Master Servicer or the such Special Servicer, as applicablethe case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer or the such Special Servicer, as applicablethe case may be, has complied during such previous calendar year with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated USAP in all material respects, subject except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report; provided that such exceptions Master Servicer and other qualifications such Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 15 in 2004 or any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that may year that a Report on Form 10-K is required to be appropriatefiled in respect of the Trust for the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Each Master Servicer and the each Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that and the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording of providing such other forms of accountants' reports shall be borne by the Depositor such cooperationDepositor.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2006, each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the DepositorDirecting Certificateholder, the Underwriters CP Controlling Holder (if the CP Component Mortgage Loan is involved), and the related Companion Loan Noteholder(s) (if a Whole Loan is involved), and each other, to the effect that other stating that: (i) such firm has obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer or the Special Servicer, as applicablethe case may be, which that includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has complied with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaUSAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2006 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the The Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that and the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording of providing such other forms of accountants' reports shall be borne by the Depositor such cooperationDepositor.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 ___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, the _______________ Companion Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report_____. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or (if applicable) any other depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 20022005. If In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by March 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Special Depositor within one (1) Business Day of such failure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, notwithstanding the provisions of Section 11.05, e-mail notice which, in the case of the Master Servicer, shall be forwarded to all of the following e-mail addresses: xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx, xxxxx.xxxxxxxxx@xxxxxxxx.xxx and xxxx.xxxxxxxx@xxxxxxxx.xxx, or such other e-mail addresses as are provided in writing by the same entity, Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such report may notice to be delivered to the Master Servicer or the Special Servicer, as a single reportapplicable, to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 15 (except that such date shall be May 1 for every year after notice is provided by the Certificate Administrator of its filing of a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act as provided for in Section 8.15(a)) of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2005, each of the Master Servicer Servicers and the Special Servicer Servicers, at its expense expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, the Rating AgenciesCertificate Administrator, the Depositor, the Underwriters Underwriters, the Controlling Class Representative and each otherthe Lion Industrial Portfolio Non-Pooled Subordinate Noteholder, to the effect that (i) such firm has obtained a letter examined the servicing operations of representation regarding certain matters from the management of the such Master Servicer or the such Special Servicer, as applicablethe case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer or the such Special Servicer, as applicablethe case may be, has complied during such previous calendar year with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated USAP in all material respects, subject except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to such exceptions and other qualifications that may be appropriatereport. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, the Companion Loan Noteholders, and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if unless the Trustee (as confirmed with respect to the Trust) and each Subsequent Trustee (with respect to a Companion Loan Noteholder that is a trust established in writing by connection with the Depositorissuance of Companion Loan Securities) have, in accordance with the Depositor is required to file Exchange Act and the rules and regulations promulgated thereunder, filed a Form 10-K 15 with respect to the Commission in respect of applicable trust suspending all reporting requirements under the Trust covering any particular calendar yearExchange Act), then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following for any calendar year, shall shall, with respect to the trust that has not filed such Form 15, be delivered on or before March 31 20 of such following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 3.15 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a Garden State Plaza Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer at its their own expense shall cause a nationally recognized firm of independent certified public accountants (which may also render other services to furnish to the Master Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, on or before March 20 of each year, commencing with March 20, 2005, a report stating that (i) it has obtained from the Servicer or the Special Servicer) that is a member of , as the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trusteecase may be, the Rating Agencies, the Depositor, the Underwriters and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Servicer's or the Special Servicer's, as the case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered with respect to such Sub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. Notwithstanding Promptly after receipt of such reports, the timing provided for in the first sentence of this paragraphDepositor shall review such reports and, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K applicable, consult with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to Servicer's or the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperationServicer's obligations.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer at its their own expense shall cause a nationally recognized firm of independent certified public accountants (which may also render other services to furnish to the Master Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, on or before March 20 of each year, commencing with March 20, 2004, a report stating that (i) it has obtained from the Servicer or the Special Servicer) that is a member of , as the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trusteecase may be, the Rating Agencies, the Depositor, the Underwriters and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Servicer's or the Special Servicer's, as the case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered with respect to such Sub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. Notwithstanding Promptly after receipt of such reports, the timing provided for in the first sentence of this paragraphDepositor shall review such reports and, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K applicable, consult with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to Servicer's or the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperationServicer's obligations.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, the Companion Loan Noteholders, and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if unless the Trustee (as confirmed with respect to the Trust) and each Subsequent Trustee (with respect to a Companion Loan Noteholder that is a trust established in writing by connection with the Depositorissuance of Companion Loan Securities) have, in accordance with the Depositor is required to file Exchange Act and the rules and regulations promulgated thereunder, filed a Form 10-K 15 with respect to the Commission in respect of applicable trust suspending all reporting requirements under the Trust covering any particular calendar yearExchange Act), then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following for any calendar year, shall shall, with respect to the trust that has not filed such Form 15, be delivered on or before March 31 20 of such following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2005. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 3.15 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of the Westfield North Bridge Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or (if applicable) any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, the Trustee, each Non-Trust Mortgage Loan Noteholder and any such depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 20022005. If In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by March 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Special Depositor within one (1) Business Day of such failure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or solely, in the case of the Master Servicer, notwithstanding the provisions of Section 11.05, notice by telecopy which shall be forwarded to telecopy number (000) 000-0000 or to such other telecopy numbers as are provided in writing by the same entity, Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such report may notice to be delivered to the Master Servicer to no more than three telecopy numbers in the aggregate in order to fulfill its notification requirement as a single reportset forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 (or2000, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer at its their own expense shall cause a nationally recognized firm of independent certified public accountants (which may also render other services to furnish to the Master Trustee, and each Rating Agency, with a copy to the Depositor on or before March 15th of each year, commencing with March 15, 2003, a report stating that (i) it has obtained from the Servicer or the Special Servicer) that is a member of , as the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trusteecase may be, the Rating Agencies, the Depositor, the Underwriters and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Servicer's or the Special Servicer's, as the case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered with respect to such Sub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. Notwithstanding Promptly after receipt of such reports, the timing provided for in the first sentence of this paragraphDepositor shall review such reports and, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K applicable, consult with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to Servicer's or the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperationServicer's obligations.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2004 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each XX Xxxx Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2003. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 (or2000, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American 95 Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer (provided that as to the Special Servicer, there has been one or more Specially Serviced Loans and/or REO Properties during the preceding calendar year) at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, the UBS Warburg Building Companion Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2001. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 15th of each year, beginning in 2003 (or2004, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and Rating Agencies or if the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are not the same entity, such report may be delivered as a single reportPerson. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 1999 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or (if applicable) any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, the Trustee, each Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 20022005. If In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by March 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Special Depositor within one (1) Business Day of such failure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, notwithstanding the provisions of Section 11.05, email notice which, in the case of the Master Servicer, shall be forwarded to all of the following email addresses: xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx, xxxxx.xxxxxxxxx@xxxxxxxx.xxx and xxxx.xxxxxxxx@xxxxxxxx.xxx, or such other email addresses as are provided in writing to the same entityTrustee and the Depositor; provided, that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such report may notice to be delivered to the Master Servicer to three email addresses in the aggregate in order to fulfill its notification requirement as a single reportset forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2005, each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies, the Depositor, the Underwriters Directing Certificateholder and each other, to the effect that other stating that: (i) such firm has obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer or the Special Servicer, as applicablethe case may be, which that includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has complied with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaUSPAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USPAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USPAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2005 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the The Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that and the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording of providing such other forms of accountants' reports shall be borne by the Depositor such cooperationDepositor.

Reports by Independent Public Accountants. On or before April 30 15 of each year, beginning in 2003 (orApril 15, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2000, each of the Master Servicer and the Special Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer, as applicable) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Controlling Class Representative and each other, the Trustee to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established set by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportServicers. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered on or before March 31 15 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 April 30, 2001 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2000. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 April 30, 2001 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual AccountantsANNUAL ACCOUNTANTS' ReportREPORT") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Companion Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report2000. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section SECTION 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided PROVIDED that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 15 of each year, beginning in 2003 (orMarch 15, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2000, each of the Master Servicer and the Special Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the TrusteeSponsor, the Rating Agencies, the Depositor, the Underwriters Trustee and each other, other to the effect that (i) such firm has obtained a letter examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of representation regarding certain matters the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such statement) and that the assertion of management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes that it maintained an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan effective internal control system over servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by of the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily Loans or similar mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject based upon established criteria, which statement meets the standards applicable to such exceptions and other qualifications that may be appropriateaccountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportServicers. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor Sponsor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor Sponsor in connection with the DepositorCommission's issuance of a no-action letter relating to the Sponsor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 April 30, 2000 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (to the "Annual Accountants' Report") to Depositor, the Trustee, the Rating Agencies, the DepositorDirecting Certificateholder, the Underwriters Certificate Insurer and, upon request of a Class X, Class B, Class C, Class D, Class E and each otherClass F Certificateholder, such Holder, to the effect that (i) such firm has obtained a letter examined such documents and records as it has deemed necessary and appropriate relating to the Master Servicer's or the Special Servicer's, as the case may be, servicing of representation regarding certain matters the Mortgage Loans under this Agreement or the servicing of mortgage loans similar to the Mortgage Loans under substantially similar agreements for the preceding calendar year (or during the period from the date of commencement of the Master 111 Servicer's or the Special Servicer's, as the case may be, duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that the assertion of the management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes that it maintained an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan effective internal control system over servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by of the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily Loans or similar mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject based upon established criteria, which statement meets the standards applicable to such exceptions and other qualifications that may be appropriateaccountants' reports intended for general distribution. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards or in accordance with the Uniform Single Attestation Program (in each case rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) If the Depositor is notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to file a be filed with the Commission as part of the Form 10-K with the Commission in respect of for the Trust covering any particular the prior calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of deliver such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission statement in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, it by March 15 of such report may be delivered as a single reportyear. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer at its their own expense shall cause a nationally recognized firm of independent certified public accountants (which may also render other services to furnish to the Master Trustee, and each Rating Agency, with a copy to the Depositor on or before March 15th of each year, commencing with March 15, 2004, a report stating that (i) it has obtained from the Servicer or the Special Servicer) that is a member of , as the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trusteecase may be, the Rating Agencies, the Depositor, the Underwriters and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or the Special Servicer, as applicablethe case may be, has maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Servicer's or the Special Servicer's, as the case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered with respect to such Sub-Servicer's previous fiscal year) with respect to those subSub-servicersServicers. Notwithstanding Promptly after receipt of such reports, the timing provided for in the first sentence of this paragraphDepositor shall review such reports and, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K applicable, consult with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to Servicer's or the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperationServicer's obligations.

Reports by Independent Public Accountants. On or before April 30 March 15th of each year, beginning in 2003 (or2005, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and the Rating Agencies, Serviced Whole Loan Paying Agent (who shall deliver to each Serviced Companion Loan Holder and Serviced B Note Holder) and to the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and Rating Agencies or if the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are not the same entity, such report may be delivered as a single reportPerson. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in 165 conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause, and the Master Servicer and Special Servicer shall cause each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to cause, a firm of independent public accountants (which may also render other services to the Master Servicer, the Special Servicer or applicable Servicing Function Participant, as the Special Servicercase may be) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and each other, to the effect that (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards with respect to those sub-servicers, (iii) such firm has obtained a representation regarding certain matters from the management of such Master Servicer, Special Servicer or applicable Servicing Function Participant, which includes an assertion that such Master Servicer, Special Servicer or applicable Servicing Function Participant has complied with the Servicing Criteria, and (iv) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board (the "PCAOB"), it is expressing an opinion as to whether such Master Servicer's, Special Servicer's or applicable Servicing Function Participant's compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such Master Servicer's, Special Servicer's or applicable Servicing Function Participant's assessment of compliance with the Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Special Servicer or any Servicing Function Participant, the Depositor shall review the report and, if applicable, consult with the Master Servicer or the Special Servicer as to the nature of any defaults by the Master Servicer, the Special Servicer or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer's, the Special Servicer's or the applicable Servicing Function Participants' obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. Notwithstanding the timing provided for in the first sentence of this the preceding paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a an Annual Report on Form 10-K with the Commission in respect of the Trust covering any particular calendar year, or (if applicable) any other depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered by on behalf of each of the Master Servicer and the Special Servicer during the following year, year shall be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 31 20 of such following yearyear and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 200_; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 2002200_. If In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer, the Special Servicer or the Servicing Function Participant, as applicable, by March 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Special Depositor within one (1) Business Day of such failure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, notwithstanding the provisions of Section 11.05, e-mail notice which, in the case of the Master Servicer, shall be forwarded to all of the following e-mail addresses: ____________, ____________ and ____________, or such other e-mail addresses as are provided in writing by the same entity, Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such report may notice to be delivered to the Master Servicer or the Special Servicer, as a single reportapplicable, to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 15 of each year, beginning in 2003 April 15, 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single reportRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning in 2003 April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Rating Agencies and each otherthe Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer or and the Special Servicer, as applicablethe case may be, which includes an assertion that the Master Servicer or and the Special Servicer, as applicablethe case may be, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material materials respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicersServicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) If the Depositor is notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to file a be filed with the Commission as part of the Form 10-K with the Commission in respect of for the Trust covering any particular the prior calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall be delivered on or before March 31 of deliver such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission statement in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, it by March 15 of such report may be delivered as a single reportyear. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 (or2001, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and Rating Agencies or if the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are not the same entity, such report may be delivered as a single reportPerson. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 31 of each year, beginning in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2004, each of the Master Servicer and the each Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Underwriters Underwriters, the Controlling Class Representative and each other, to the effect that (i) such firm has obtained a letter examined the servicing operations of representation regarding certain matters from the management of the such Master Servicer or the such Special Servicer, as the case may be, for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP or the Audit Program, as applicable, which includes an assertion such firm confirms that the such Master Servicer or the such Special Servicer, as applicablethe case may be, has complied during such previous calendar year with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in USAP or the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaAudit Program, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountantsas applicable, such representation is fairly stated in all material respects, subject except for such significant exceptions or errors in records that, in the opinion of such firm, USAP or the Audit Program, as applicable, requires it to report; provided that such exceptions Master Servicer and other qualifications such Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 20 in 2004 or any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that may year that a Report on Form 10-K is required to be appropriatefiled in respect of the Trust for the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-servicers. Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Each Master Servicer and the each Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such report may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that and the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording of providing such other forms of accountants' reports shall be borne by the Depositor such cooperationDepositor.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 (or2000, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and Rating Agencies or if the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are not the same entity, such report may be delivered as a single reportPerson. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning in 2003 (or2003, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, Trustee and to the Rating Agencies, the Depositor, the Underwriters and each other, Depositor to the effect that (i) such firm it has obtained a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as applicable, which includes an assertion that the Master Servicer or the Special Servicer, as applicable, has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other 110 qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by subSub-servicersServicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-servicersServicers. Notwithstanding the timing provided for The Special Servicer will deliver an annual accountants' report only if, and in the first sentence of this paragraphsuch form as may be, if (as confirmed in writing requested by the Depositor) the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and Rating Agencies or if the Special Servicer during the following year, shall be delivered on or before March 31 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are not the same entity, such report may be delivered as a single reportPerson. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.